form40f.htm
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
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o
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REGISTRATION
STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF
1934
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OR
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x
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ANNUAL
REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
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For
the fiscal year ended December 31, 2007
Commission
file number: 001-31528
(Exact Name of Registrant
as Specified in its Charter)
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Canada
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1040
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Not
Applicable
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(Province
or other jurisdiction of incorporation or organization)
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(Primary
Standard Industrial Classification Code)
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(I.R.S.
Employer Identification No.)
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401
Bay Street, Suite 3200
P.O.
Box 153
Toronto,
Ontario M5H 2Y4
(Address
and Telephone Number of Registrant’s Principal Executive
Offices)
DL
Services, Inc.
U.S. Bank Center 1420 5th Avenue,
Suite 3400
Seattle,
WA 98101-4010
(Name,
address (including zip code) and telephone number (including area code) of agent
for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the
Act:
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Title of Each
Class:
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Name of Each Exchange
On Which Registered:
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Common
Shares, no par value
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New
York Stock Exchange
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Toronto
Stock Exchange
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Botswana
Stock Exchange
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Securities
registered or to be registered pursuant to Section 12(g) of the
Act: None
Securities
for which there is a reporting obligation pursuant to Section 15(d) of the
Act: None
For
annual reports, indicate by check mark the information filed with this
form:
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x Annual
Information Form
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x Audited
Annual Financial Statements
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Indicate
the number of outstanding shares of each of the issuer's classes of capital or
common stock as of the close of the period covered by the annual report:
293,763,672
Indicate
by check mark whether the Registrant by filing the information contained in this
Form is also thereby furnishing the information to the Commission pursuant to
Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the "Exchange Act").
If "Yes" is marked, indicate the filing number assigned to the Registrant in
connection with such Rule. oYes Nox
Indicate
by check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the Registrant was required to file such
reports) and (2) has been subject to such filing requirements for the past 90
days. x Yes o No
EXPLANATORY
NOTE
IAMGOLD
Corporation (the “Company”
or the “Registrant”)
is a Canadian issuer eligible to file its annual report pursuant to
Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) on Form 40-F pursuant to the multi-jurisdictional disclosure
system of the Exchange Act . The Company is a “foreign private
issuer” as defined in Rule 3b-4 under the Exchange Act. Equity
securities of the Company are accordingly exempt from Sections 14(a),
14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to
Rule 3a12-3.
FORWARD-LOOKING
STATEMENTS
This
annual report on Form 40-F and the exhibits attached hereto contain
“forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements concern the
Company’s anticipated results and developments in the Company’s operations in
future periods, planned exploration and development of its properties, plans
related to its business and other matters that may occur in the
future. These statements relate to analyses and other information
that are based on forecasts of future results, estimates of amounts not yet
determinable and assumptions of management.
Statements
concerning reserves and mineral resource estimates may also be deemed to
constitute forward-looking statements to the extent that they involve estimates
of the mineralization that will be encountered if the property is developed, and
in the case of mineral reserves, such statements reflect the conclusion based on
certain assumptions that the mineral deposit can be economically
exploited. Any statements that express or involve discussions with
respect to predictions, expectations, beliefs, plans, projections, objectives,
assumptions or future events or performance (often, but not always, using words
or phrases such as “expects” or “does not expect”, “is expected”, “anticipates”
or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that
certain actions, events or results “may”, “could”, “would”, “might” or “will” be
taken, occur or be achieved) are not statements of historical fact and may be
forward-looking statements. Forward-looking statements are subject to
a variety of known and unknown risks, uncertainties and other factors which
could cause actual events or results to differ from those expressed or implied
by the forward-looking statements, including, without
limitation:
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risks
related to our history of losses;
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risks
related to our potential need for and ability to obtain additional
financing;
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risks
related to uncertainty in our ability to fund the development of our
mineral properties or the completion of further exploration
programs;
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risks
related to differences between U.S. and Canadian practices for reporting
resources and reserves;
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risks
related to our reserves and resources figures being estimates based on
interpretations and assumptions which may result in less mineral
production under actual conditions than is currently
estimated;
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risks
related to changes in the market price of gold, silver, and other minerals
which in the past has fluctuated widely and which could affect the
profitability of our operations and financial
condition;
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risks
related to currency fluctuations;
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risks
related to the inherently dangerous activity of mining, including
conditions or events beyond our
control;
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risks
related to governmental
regulations;
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risks
related to the location of our primary properties, including political,
economic, and regulatory
instability;
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risks
related to uncertainty in our ability to obtain and maintain certain
permits necessary to our current and anticipated
operations;
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risks
related to our business being subject to environmental laws and
regulations which may increase our costs of doing business and restrict
our operations;
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risks
related to our land reclamation requirements for our properties which may
be burdensome;
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uncertainty
relating to our ability to attract and maintain qualified management to
meet the needs of our anticipated growth and risks relating to our ability
to manage our growth effectively;
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risks
related to our mineral properties being subject to prior unregistered
agreements, transfers, or claims and other defects in
title;
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risks
related to our history of losses, which we may continue to incur in the
future;
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risks
related to increased competition that could adversely affect our ability
to attract necessary capital funding or acquire suitable producing
properties for mineral exploration in the future;
and
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risks
related to our officers and directors becoming associated with other
natural resource companies which may give rise to conflicts of
interests.
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This list
is not exhaustive of the factors that may affect our forward-looking statements.
Some of the important risks and uncertainties that could affect forward-looking
statements are described further in the exhibits attached to this annual
report. Should one or more of these risks and uncertainties
materialize, or should underlying assumptions prove incorrect, actual results
may vary materially from those described in the forward-looking
statements. Forward-looking statements are made based on management’s
beliefs, estimates and opinions on the date the statements are made, and the
Company undertakes no obligation to update forward-looking statements if these
beliefs, estimates and opinions or other circumstances should
change. Investors are cautioned against attributing undue certainty
to forward-looking statements.
NOTE
TO UNITED STATES READERS-
DIFFERENCES
IN UNITED STATES AND CANADIAN REPORTING PRACTICES
The
Company is permitted, under a multi-jurisdictional disclosure system adopted by
the United States, to prepare this annual report in accordance with Canadian
disclosure requirements, which are different from those of the United
States. The Company prepares its financial statements, which are
filed with this report on Form 40-F, in accordance with Canadian generally
accepted accounting practices (“GAAP”), and they may be subject to Canadian
auditing and auditor independence standards. They may not be
comparable to financial statements of United States
companies. Significant differences between Canadian GAAP and United
States GAAP are reflected in the reconciliation of Canadian and United States
GAAP attached to this Form 40-F as Exhibit
99.4.
CURRENCY
Unless
otherwise indicated, all dollar amounts in this annual report on Form 40-F are
in United States dollars. The exchange rate of Canadian dollars into
United States dollars, on December 31, 2007, based upon the Bank of Canada
closing rate, was U.S.$1.00 = CDN$0.9913.
RESOURCE
AND RESERVE ESTIMATES
The
Company’s Annual Information Form (“AIF”) filed as Exhibit 99.1 to this
annual report on Form 40-F has been prepared in accordance with the requirements
of the securities laws in effect in Canada, which differ from the requirements
of United States securities laws. The terms “mineral reserve”,
“proven mineral reserve” and “probable mineral reserve” are Canadian mining
terms as defined in accordance with Canadian National Instrument 43-101 –
Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian
Institute of Mining, Metallurgy and Petroleum (the “CIM”) - CIM Definition Standards on Mineral
Resources and Mineral Reserves, adopted by the CIM Council, as amended.
These definitions differ from the definitions in the United States Securities
and Exchange Commission (“SEC”) Industry Guide 7 (“SEC Industry Guide 7”) under
the United States Securities Act of 1933, as
amended. Under SEC Industry Guide 7 standards, a “final” or
“bankable” feasibility study is required to report reserves, the three-year
historical average price is used in any reserve or cash flow analysis to
designate reserves and the primary environmental analysis or report must be
filed with the appropriate governmental authority.
In
addition, the terms “mineral resource”, “measured mineral resource”, “indicated
mineral resource” and “inferred mineral resource” are defined in and required to
be disclosed by NI 43-101; however, these terms are not defined terms under SEC
Industry Guide 7 and are normally not permitted to be used in reports and
registration statements filed with the SEC. Investors are cautioned
not to assume that any part or all of mineral deposits in these categories will
ever be converted into reserves. “Inferred mineral resources” have a
great amount of uncertainty as to their existence, and great uncertainty as to
their economic and legal feasibility. It cannot be assumed that all or any part
of an inferred mineral resource will ever be upgraded to a higher category.
Under Canadian rules, estimates of inferred mineral resources may not form the
basis of feasibility or pre-feasibility studies, except in rare cases. Investors
are cautioned not to assume that all or any part of an inferred mineral resource
exists or is economically or legally mineable. Disclosure of
“contained ounces” in a resource is permitted disclosure under Canadian
regulations; however, the SEC normally only permits issuers to report
mineralization that does not constitute “reserves” by SEC standards as in place
tonnage and grade without reference to unit measures.
Accordingly,
information contained in this report and the documents incorporated by reference
herein containing descriptions of our mineral deposits may not be comparable to
similar information made public by U.S. companies subject to the reporting and
disclosure requirements under the United States federal securities laws and the
rules and regulations thereunder.
ANNUAL
INFORMATION FORM
The
Company’s AIF for the fiscal year ended December 31, 2007 is filed as Exhibit 99.1 and
incorporated by reference in this annual report on Form 40-F.
AUDITED
ANNUAL FINANCIAL STATEMENTS AND
MANAGEMENT’S DISCUSSION AND
ANALYSIS
Audited
Annual Financial Statements
The
audited consolidated financial statements of the Company for the years ended
December 31, 2007 and 2006, including the report of the independent auditor with
respect thereto, are filed as Exhibit 99.3 and
incorporated by reference in this annual report on Form 40-F. For a
reconciliation of important differences between Canadian and United States
generally accepted accounting principles. See the schedule of
reconciliations of Canadian and United States GAAP attached to this Form 40-F as
Exhibit 99.4.
Management’s
Discussion and Analysis
The
Company’s management’s discussion and analysis (“MD&A”) is filed as Exhibit 99.2 and
incorporated by reference in this annual report on Form 40-F.
Tax
Matters
Purchasing,
holding, or disposing of securities of the Registrant may have tax consequences
under the laws of the United States and Canada that are not described in this
annual report on Form 40-F.
DISCLOSURE
CONTROLS AND PROCEDURES
At the
end of the period covered by this report, an evaluation was carried out under
the supervision of and with the participation of the Company’s management,
including the Chief Executive Officer (“CEO”) and Chief Financial Officer
(“CFO”), of the effectiveness of the design and operations of the Company’s
disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d
– 15(e) under the Exchange Act). Based on that evaluation the CEO and the
CFO have concluded that as of the end of the period covered by this report, the
Company’s disclosure controls and procedures were adequately designed and
effective in ensuring that: (i) information required to be disclosed by the
Company in reports that it files or submits to the Securities and Exchange
Commission under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in applicable rules and forms and
(ii) material information required to be disclosed in our reports filed under
the Exchange Act is accumulated and communicated to our management, including
our CEO and CFO, as appropriate, to allow for accurate and timely decisions
regarding required disclosure.
MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The
Company's management is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act. Our internal control over financial reporting
is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation and fair presentation of financial
statements for external purposes in accordance with generally accepted
accounting principles.
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Management
conducted an evaluation of the design and operation of the Company’s internal
control over financial reporting as of December 31, 2007, based on the criteria
set forth in Internal Control
– Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. This evaluation included review of the
documentation of controls, evaluation of the design effectiveness of controls,
testing of the operating effectiveness of controls and a conclusion on this
evaluation. Based on this evaluation, management has concluded that the
Company’s internal control over financial reporting was effective as of December
31, 2007 and no material weaknesses were discovered.
As this
report is required for U.S. reporting purposes, the Company is a “foreign
private issuer” as defined in Rule 3b-4 of the Exchange Act, and the Company is
a “large accelerated filer”, the Company is required to provide an auditor’s
attestation report on internal control over financial reporting. The
Company’s auditor has attested to internal controls over financial reporting for
the year ended December 31, 2007. The auditor’s attestation is filed
as Exhibit
99.5 and is incorporated by reference in this annual report on Form
40-F.
CHANGES
IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
During
the period covered by this annual report on Form 40-F, no changes occurred in
the Company’s internal control over financial reporting that has materially
affected, or is reasonably likely to materially affect, the Company’s internal
control over financial reporting.
The
Company’s management, including the CEO and CFO, does not expect that its
disclosure controls and procedures or internal controls and procedures will
prevent all error and all fraud. A control system, no matter how well
conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control system are met. Further, the design of a
control system must reflect the fact that there are resource constraints, and
the benefits of controls must be considered relative to their costs. Because of
the inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the Company have been detected. These inherent
limitations include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of simple error or
mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management
override of the control. The design of any system of controls also is
based in part upon certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions; over time, control may
become inadequate because of changes in conditions, or the degree of compliance
with the policies or procedures may deteriorate. Because of the inherent
limitations in a cost-effective control system, misstatements due to error or
fraud may occur and not be detected.
CORPORATE
GOVERNANCE
The
Company is required to describe its practices and policies with regard to
corporate governance, in accordance with Canadian securities regulatory
requirements, by way of a corporate governance statement contained in the
Company’s annual report or information circular. The Company is
listed on the Toronto Stock Exchange (“TSX”), Botswana Stock Exchange (“BSE”)
and the New York Stock Exchange (“NYSE”) and also complies with the specific
corporate governance requirements of the exchanges, as they relate to the
Company. As the Company is listed on the NYSE, the Company complies
as necessary with the rules and guidelines of the United States Securities and
Exchange Commission (“SEC”). The Company reviews its governance
practices on an ongoing basis to ensure it is in compliance with applicable
securities regulatory requirements, and laws generally, including, without
limitation, those introduced pursuant to the Sarbanes-Oxley Act in the United
States, by the SEC and NYSE, as well as Canadian securities regulatory
authorities, within the timeframes specified as the revisions and new
requirements come into effect.
The
Company’s Board of Directors has separately designated standing Compensation,
Corporate Governance (which reconstitutes itself as the Nominating)
and Audit Committees. The Company’s Board of Directors has determined
that all the members of the Compensation, Corporate Governance and Audit
Committees are independent, based on the criteria for independence and
unrelatedness prescribed by the Sarbanes-Oxley Act of 2002, section 10A(m)(3),
and the NYSE Listed Company Manual. The Compensation, Corporate
Governance and Audit Committees are comprised of all independent directors as
defined by Sarbanes-Oxley Act of 2002, section 10A(m)(3), and the NYSE Listed
Company Manual.
Corporate
governance relates to the activities of the Company’s board of directors (the
“Board”), the members of which are elected by and are accountable to the
shareholders, and takes into account the role of the individual members of
management who are appointed by the Board and who are charged with the day to
day management of the Company. The Board is committed to sound
corporate governance practices which are both in the interest of its
shareholders and contribute to effective and efficient decision
making.
Canadian
National Instrument 58-201 Corporate Governance
Guidelines ("NP 58-201") establishes corporate governance guidelines
which apply to all Canadian public companies. The Company has
reviewed its own corporate governance practices in light of these
guidelines. National Instrument 58-101 Disclosure of Corporate Governance
Practices mandates disclosure of corporate governance practices, which
disclosure is set out in the Company’s annual report or information
circular.
AUDIT
COMMITTEE
The
Company’s Board of Directors has a separately designated a standing Audit
Committee established in accordance with section 3(a)(58)(A) of the Exchange
Act. The members of the Company’s Audit Committee are identified on
pages 104-106 of the Annual Information Form, attached herewith as Exhibit 99.1 and incorporated by
reference. In the opinion of the Company’s Board of Directors, all
members of the Audit Committee are independent (as determined under Rule 10A-3
of the Exchange Act and the rules of the American Stock Exchange) and are
financially literate.
Audit
Committee Financial Expert
All
members of the audit committee (John Caldwell (Chair), Stephen Freedhoff,
Mahendra Naik and Jean-Andre Elie) are financial experts, in that they each have
an understanding of generally accepted accounting principles and financial
statements; are able to assess the general application of accounting principles
in connection with the accounting for estimates, accruals and reserves; have
experience preparing, auditing, analyzing or evaluating financial statements
that entail accounting issues of equal complexity to the Company's financial
statements (or actively supervising another person who did so); have an
understanding of internal controls and procedures for financial reporting and an
understanding of audit committee functions.
The
members of the Audit Committee are appointed and replaced from time to time by
resolution of the board of directors.
The Audit
Committee meets with the President and Chief Executive Officer and the Chief
Financial Officer of the Company and the Company’s independent auditors to
review and inquire into matters affecting financial reporting, the system of
internal accounting and financial controls, as well as audit procedures and
audit plans. The Audit Committee also recommends to the Board of
Directors the auditors to be appointed. In addition, the Committee
reviews and recommends to the Board for approval the annual financial
statements, the Management Discussion and Analysis, and undertakes other
activities required by regulatory authorities.
Audit
Committee Charter
The
Company’s Audit Committee Charter is available on the Company’s website at
www.iamgold.com or in print to any shareholder who provides the Company with a
written request.
PRINCIPAL
ACCOUNTING FEES AND SERVICES – INDEPENDENT AUDITORS
PRE-APPROVAL
OF AUDIT AND NON-AUDIT SERVICES PROVIDED BY
INDEPENDENT
AUDITORS
See page
107 of the Registrant’s Annual Information Form incorporated by reference to
this document as Exhibit
99.1.
OFF-BALANCE
SHEET TRANSACTIONS
The
Company does not have any off-balance sheet financing arrangements or
relationships with unconsolidated special purpose entities.
CODE
OF ETHICS
The Board
has adopted a written Code of Conduct by which it and all officers and employees
of the Company abide. In addition, the Board, through its meetings
with management and other informal discussions with management, encourages a
culture of ethical business conduct and believes the Company's high caliber
management team promotes a culture of ethical business conduct throughout the
Company's operations and is expected to monitor the activities of the Company’s
employees, consultants and agents in that regard. The Board
encourages any concerns regarding ethical conduct in respect of the Company’s
operations to be raised, on an anonymous basis, with the President and CEO, the
Chairman, or another Board member as appropriate. The Company has
established an anonymous, confidential report system, administered by a third
party, through which any concern of any employee regarding the integrity of the
financial reporting system, the financial reporting process, the financial
statements themselves, or the Company’s compliance with applicable laws
generally, may be sent directly to the Chairs of the Audit and Corporate
Governance Committees, each independent directors.
It is a
requirement of applicable corporate law that directors and senior officers who
have an interest in a transaction or agreement with the Company promptly
disclose that interest at any meeting of the Board at which the transaction or
agreement will be discussed and, in the case of directors, abstain from
discussions and voting in respect to same if the interest is
material. These requirements are also contained in the Company's
Articles, which are made available to the directors and senior officers of the
Company.
All
amendments to the code, and all waivers of the code with respect to any of the
officers covered by it, which waiver may be made only by the Board in respect of
senior officers, will be posted on the Company’s website, submitted on Form 6-K
and provided in print to any shareholder who requests them. The
Company’s Code of Conduct and Ethics is located on its website at
www.iamgold.com.
CONTRACTUAL
OBLIGATIONS
The
information provided under the heading “Management’s Discussion and Analysis —
Contractual Obligations ” contained in Exhibit 99.2 as filed
with this annual report on Form 40-F contains the Company’s disclosure of
contractual obligations and is incorporated by reference herein.
NOTICES
PURSUANT TO REGULATION BTR
There
were no notices required by Rule 104 of Regulation BTR that the Registrant sent
during the year ended December 31, 2007 concerning any equity security subject
to a blackout period under Rule 101 of Regulation BTR.
UNDERTAKING
The
Company undertakes to make available, in person or by telephone, representatives
to respond to inquiries made by the Commission staff, and to furnish promptly,
when requested to do so by the Commission staff, information relating to: the
securities registered pursuant to Form 40-F; the securities in relation to which
the obligation to file an annual report on Form 40-F arises; or transactions in
said securities.
CONSENT
TO SERVICE OF PROCESS
The
Company filed an Appointment of Agent for Service of Process and Undertaking on
Form F-X with respect to the class of securities in relation to which the
obligation to file the Form 40-F arises.
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EXHIBITS
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Annual
Information Form of the Company for the year ended December 31,
2007
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Management’s
Discussion and Analysis
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Annual
Financial Statements
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99.4
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Reconciliation
of Canadian GAAP and United States GAAP
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Report
of KPMG LLP
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Report
of KPMG LLP
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Consent
of KPMG LLP, Chartered Accountants
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Certifications
of Chief Executive Officer and Chief Financial Officer pursuant to
Rule 13(a)-14(a) or 15(d)-14 of the Securities Exchange Act of
1934
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Certifications
of Chief Executive Officer and Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
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Comments
by KPMG LLP, Chartered Accountants
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Consent
of R. Asselin
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Consent
of E. Tremblay
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Consent
of F. Clouston
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Consent
of E. Belzile
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Consent
of P. Godin
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Consent
of R. Marchand
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Consent
of N. Johnson
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Consent
of L. Putland
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Consent
of M. Tomkinson
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99.20
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Consent
of F. Girard
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Consent
of P. Simard
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Consent
of N. Chouinard
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Consent
of S. Robins
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Consent
of K. Bartsch
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Consent
of S. Thivierge
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Consent
of D. Villeneuve
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Consent
of G. Voicu
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Consent
of P. Pecek
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Consent
of P. Johnson
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Consent
of G. Chapman
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Consent
of P. Levesque
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Consent
of E. Williams
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Consent
of M. Brewster
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Consent
of W. Valiant
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Consent
of W. Roscoe
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Consent
of D. Ross
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Consent
of R. Bray
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99.38
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Consent
of K. Bischoff*
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* To be filed by amendment
SIGNATURES
Pursuant
to the requirements of the Exchange Act, the Registrant certifies that it meets
all of the requirements for filing on Form 40-F and has duly caused this annual
report to be signed on its behalf by the undersigned, thereto duly
authorized.
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IAMGOLD
CORPORATION
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By:
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/s/ Joseph F.
Conway
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Name:
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Joseph
F. Conway
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Title:
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President
and Chief Executive Officer
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Date:
March 31, 2008